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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 17, 2001.
REGISTRATION NO. 333-66592
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AT&T WIRELESS SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4812 91-1379052
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
7277 164TH AVENUE NE, BUILDING 1
REDMOND, WASHINGTON 98052
(425) 580-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
GREGORY P. LANDIS
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
AT&T WIRELESS SERVICES, INC.
7277 164TH AVENUE NE, BUILDING 1
REDMOND, WASHINGTON 98052
(425) 580-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
STEWART M. LANDEFELD
PERKINS COIE LLP
1201 THIRD AVENUE, 48TH FLOOR
SEATTLE, WASHINGTON 98101
(206) 583-8888
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [X]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PROSPECTUS
25,000,000 SHARES
AT&T WIRELESS SERVICES, INC.
COMMON STOCK
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We may offer and issue, from time to time, up to 25,000,000 shares of our
common stock, par value $0.01 per share, in connection with acquisitions of
other businesses or assets.
The consideration for such acquisitions may consist of shares of our common
stock, cash, notes or other evidences of debt, assumption of liabilities or any
combination thereof.
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This prospectus does not cover any resale of our common stock and we have
not authorized anyone to use this prospectus in connection with any resale or
distribution.
Our common stock is listed and traded on the New York Stock Exchange under
the symbol "AWE." On August 16, 2001, the last sale price of our common stock
was $16.67 per share.
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BEFORE PURCHASING SHARES OF OUR COMMON STOCK YOU SHOULD CAREFULLY REVIEW
THE RISK FACTORS SECTION OF THIS PROSPECTUS, WHICH BEGINS ON PAGE 6.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is August 17, 2001
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TABLE OF CONTENTS
PAGE
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Forward-Looking Statements.................................. 1
Prospectus Summary.......................................... 3
Where You Can Find More Information......................... 4
Risk Factors................................................ 6
Selected Historical Financial Data.......................... 17
Use of Proceeds............................................. 19
Offered Securities.......................................... 19
Restrictions on Resale of Common Stock...................... 19
Legal Matters............................................... 19
Experts..................................................... 20
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THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION
ABOUT US THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS PROSPECTUS. YOU MAY
REQUEST THIS INFORMATION AT NO COST, BY WRITING OR CALLING US AT THE FOLLOWING
ADDRESS OR TELEPHONE NUMBER: AT&T WIRELESS SERVICES, INC., 7277 164TH AVENUE NE,
BUILDING 1, REDMOND, WASHINGTON 98052, (425) 580-6000, ATTN: CORPORATE
SECRETARY'S DEPARTMENT. PLEASE MAKE ANY REQUEST AT LEAST FIVE BUSINESS DAYS
BEFORE THE DAY YOU MUST MAKE YOUR BUSINESS DECISION. SEE "WHERE YOU CAN FIND
MORE INFORMATION."
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FORWARD-LOOKING STATEMENTS
This document and other documents which we incorporate herein by reference
contain forward-looking statements with respect to:
- our relationship with our former parent, AT&T Corp., following our
separation from AT&T in July 2001,
- AT&T's intention to sell, exchange or monetize the shares of our common
stock that it holds,
- financial condition,
- results of operations,
- cash flows,
- dividends,
- financing plans,
- business strategies,
- operating efficiencies or synergies,
- budgets,
- capital and other expenditures,
- network build out and upgrade,
- competitive positions,
- availability of capital,
- growth opportunities for existing products,
- our acquisition and growth strategy,
- benefits from new technologies,
- availability and deployment of new technologies,
- plans and objectives of management, and
- other matters.
Statements in this document, or that are incorporated by reference into this
document, that are not historical facts are hereby identified as
"forward-looking statements." These forward-looking statements, including,
without limitation, those relating to the future business prospects, revenues,
working capital, liquidity, capital needs, network build out, interest costs and
income, in each case, relating to us, wherever they occur in this document or in
any other document incorporated by reference into this document, are necessarily
estimates reflecting the best judgment of senior management and involve a number
of risks and uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements. These forward-looking
statements should, therefore, be considered in light of various important
factors, including those set forth in this document. Important factors that
could cause actual results to differ materially from estimates or projections
contained in the forward-looking statements include, without limitation:
- the risks associated with the implementation of a third-generation
network and business strategy, including risks relating to the operations
of new systems and technologies, substantial required expenditures and
potential unanticipated costs, the need to enter into roaming agreements
with third parties, uncertainties regarding the adequacy of suppliers on
whom we must rely to provide both network and consumer equipment and
consumer acceptance of the products and services to be offered;
- the potential impact of NTT DoCoMo, Inc.'s investment in us, including
provisions of the agreements that restrict our future operations, and
provisions that may require the repurchase of DoCoMo's investment if we
fail to meet specified conditions;
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- the risks associated with our operating as an independent entity as
opposed to as part of an integrated telecommunications provider with
AT&T, our former parent, including the inability to rely on the financial
and operational resources of the combined company and having to provide
services that were previously provided by a different part of the
combined company;
- the impact of existing and new competitors in the markets in which we
compete, including competitors that may offer less expensive products and
services, desirable or innovative products, technological substitutes, or
have extensive resources or better financing;
- the introduction or popularity of new products and services, including
prepaid phone products, which could increase churn;
- the impact of oversupply of capacity resulting from excessive deployment
of network capacity in the markets we serve;
- the ongoing global and domestic trend towards consolidation in the
telecommunications industry, which trend may have the effect of making
our competitors larger and better financed and afford these competitors
with extensive resources and greater geographic reach, allowing them to
compete more effectively;
- the effects of vigorous competition in the markets in which we operate
and for more valuable customers, which may decrease prices charged,
increase churn and change the customer mix, profitability and average
revenue per user;
- the ability to enter into agreements to provide, and the cost of entering
new markets necessary to provide, nationwide services;
- the ability to establish a significant market presence in new geographic
and service markets;
- the availability and cost of capital and the consequences of increased
leverage;
- the impact of any unusual items resulting from ongoing evaluations of our
business strategies;
- the requirements imposed on us or latitude allowed to competitors by the
FCC or state regulatory commissions under the Telecommunications Act of
1996 or other applicable laws and regulations;
- the risks and costs associated with the need to acquire additional
spectrum for current and future services;
- the risks associated with technological requirements, technology
substitution and changes and other technological developments;
- the results of litigation filed or to be filed against us, or of some
types of litigation filed or to be filed against AT&T for which we have
agreed to assume the liability under the split-off agreements between us
and AT&T;
- the possibility of one or more of the markets in which we compete being
impacted by changes in political, economic or other factors, such as
monetary policy, legal and regulatory changes or other external factors
over which we have no control; and
- those factors listed under "Risk Factors."
The words "estimate," "project," "intend," "expect," "believe," "plan" and
similar expressions are intended to identify forward-looking statements. These
forward-looking statements are found at various places throughout this document
and in documents incorporated by reference herein. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this document, or as applicable, as of the date of any such document
incorporated by reference herein. Moreover, in the future, we may make
forward-looking statements about the matters described in this document or about
other matters concerning us.
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PROSPECTUS SUMMARY
This summary may not contain all the information that may be important to
you. You should read the entire prospectus, including the additional documents
to which we refer you, before making an investment decision. See "Where You Can
Find More Information." In this prospectus "we," "our," "us," and "AT&T Wireless
Services" refer to AT&T Wireless Services, Inc. and its consolidated
subsidiaries. "AT&T" refers to AT&T Corp., our former parent.
AT&T WIRELESS SERVICES, INC.
We are one of the largest wireless communications service providers in the
United States. We seek to expand our customer base and revenue stream by
providing high-quality, innovative wireless services. As of June 30, 2001, we
had 16.4 million consolidated subscribers. For the year ended December 31, 2000
we had:
- $10.4 billion of consolidated revenues, and
- $658 million of consolidated net income.
We operate one of the largest U.S. digital wireless networks. As of June
30, 2001, we and our affiliates and partners held 850 megahertz and 1900
megahertz licenses to provide wireless services covering 98% of the U.S.
population. As of that date, we, our affiliates and our partners covered
approximately 83% of the U.S. population with at least 30 megahertz of wireless
spectrum. At the same date, our networks and those of our affiliates and
partners operated in markets including over 77% of the U.S. population and in
all 50 of the largest U.S. metropolitan areas. We supplement our operations with
roaming agreements that allow our subscribers to use other providers' wireless
services in regions where we do not have operations. With these roaming
agreements, we are able to offer customers wireless services covering over 95%
of the U.S. population. We plan to continue to increase our coverage and the
quality of our services by expanding our coverage area and the capacity of our
network through new network construction, acquisitions, and partnerships with
other wireless providers.
Our principal executive offices are located at 16331 NE 72 Way, Building 1,
Redmond, Washington 98052. The telephone number is (425) 580-6000.
OUR RELATIONSHIP WITH AT&T CORP.
On July 9, 2001, we split off from AT&T Corp. as an independent public
company. Prior to the split-off, our business was run as a division of AT&T
referred to as AT&T Wireless Group, the economic value of which was intended to
be reflected by AT&T Wireless Group tracking stock, which was a class of common
stock of AT&T that was listed on the New York Stock Exchange under the symbol
"AWE." AT&T Wireless Group was an integrated set of businesses, assets and
liabilities consisting of AT&T's wireless operations. We continue to have
contractual and commercial relationships with AT&T following the split-off. AT&T
currently holds approximately 91 million shares or 3.6% of our stock for sale,
exchange or monetization within six months of the split-off.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a shelf registration process. Under this shelf process, we may
issue, from time to time, up to 25 million shares of our common stock in
connection with acquisitions of other businesses or assets. You should read this
prospectus together with additional information described under the heading
"Where You Can Find More Information."
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, prospectuses and other
information with the SEC. In addition, AT&T files annual, quarterly and special
reports, prospectuses and other information with the SEC. For so long as AT&T
Wireless Group tracking stock was outstanding, AT&T included in its SEC filings
consolidated financial statements of AT&T and combined financial statements of
AT&T Wireless Group. You may read and copy any reports, statements or other
information we or AT&T file at the SEC's public reference rooms at 450 Fifth
Street NW, Washington, D.C. 20549, 7 World Trade Center, Suite 1300, New York,
New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. These SEC filings are also available
to the public from commercial document retrieval services and at the Internet
world wide web site maintained by the SEC at www.sec.gov.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information contained directly in this prospectus.
This prospectus incorporates by reference the documents set forth below that we
have previously filed with the SEC. These documents contain important
information about our companies and their financial condition.
AT&T WIRELESS SERVICES
SEC FILINGS
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- Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001,
filed on August 14, 2001.
- Prospectus filed pursuant to Rule 424(b)(1) under the Securities Act on
July 9, 2001 (Commission File Number 333-60472).
- The description of our common stock contained in the registration
statement on form 8-A, filed on June 26, 2001.
We also incorporate by reference into this prospectus additional documents
that may be filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 from the date of this prospectus to the date
we sell all the securities. These include periodic reports, such as Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K, as well as prospectuses. Any statement contained in a previously filed
document incorporated by reference herein is deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
(or in a subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement.
You can obtain any of the documents incorporated by reference through us,
the SEC or the SEC's Internet world wide web site as described above. Documents
incorporated by reference are available from us without charge, excluding
exhibits thereto unless we have specifically incorporated by reference such
exhibits in this prospectus. Any person, including any beneficial owner, to whom
this prospectus is delivered may obtain documents incorporated by reference in,
but not delivered with, this prospectus by requesting them in writing or by
telephone at the following address:
AT&T Wireless Services, Inc.
7277 164th Avenue NE, Building 1
Redmond, Washington 98052
(425) 580-6000
Attn: Corporate Secretary
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TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THESE DOCUMENTS NO LATER THAN FIVE
BUSINESS DAYS BEFORE YOU MAKE YOUR INVESTMENT DECISION.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with information different from that contained in
this prospectus. We are offering to sell, and seeking offers to buy, shares of
our common stock only in jurisdictions where offers and sales are permitted. You
should not assume that the information in the incorporated documents, this
prospectus or any prospectus supplement is accurate as of any other date other
than the date on the front of these documents.
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RISK FACTORS
You should carefully consider each of the following risks and uncertainties
associated with our company and ownership of our common stock, as well as all of
the other information set forth in this document or incorporated by reference
into this document.
RISK FACTORS RELATING TO THE SPLIT-OFF
WE WILL NEED TO OBTAIN FINANCING ON A STAND-ALONE BASIS
Since 1994, all of our financing has been done by AT&T at the parent level.
AT&T was able to use its overall balance sheet to finance our operations. Now,
we will have to raise financing on a stand-alone basis without reference to
AT&T's overall balance sheet and we may not be able to secure adequate debt or
equity financing on desirable terms. If concerns generally affecting the
wireless industry arise, we will have lost the benefit of AT&T's current diverse
business profile to support our debt. The cost to us of stand-alone financing
may be materially higher than the cost of financing that we incurred as part of
AT&T.
Our credit ratings are currently and may continue to be different than the
historical ratings of AT&T. Differences in credit ratings affect the interest
rate charged on financings, as well as the amounts of indebtedness, types of
financing structures and debt markets that may be available to us. We may not be
able to raise the capital we require on desirable terms.
WE MAY BE UNABLE TO MAKE THE CHANGES NECESSARY TO OPERATE AS AN INDEPENDENT
ENTITY AND MAY INCUR GREATER COSTS
Prior to the split-off, we had been part of an integrated
telecommunications provider since our acquisition by AT&T in 1994. Now, however,
AT&T has no obligation to provide financial, operational or organizational
assistance to us other than limited services. We may not be able to implement
successfully the changes necessary to operate independently. We may also incur
additional costs relating to operating independently that would cause our cash
flow and results of operations to decline materially. In addition, although we
may be able to participate in some of AT&T's supplier arrangements where those
arrangements permit or the vendors agree, our supplier arrangements may not be
as favorable as has historically been the case.
Agreements that we entered into in connection with the split-off provide
that our business will be conducted differently and that our relationship with
AT&T will be different from what it has historically been. These differences may
have a detrimental effect on our results of operations or financial condition.
THE HISTORICAL FINANCIAL INFORMATION OF AT&T WIRELESS GROUP MAY NOT BE
REPRESENTATIVE OF OUR RESULTS AS AN INDEPENDENT ENTITY, AND, THEREFORE, MAY NOT
BE RELIABLE AS AN INDICATOR OF OUR HISTORICAL OR FUTURE RESULTS
The historical financial information we have included in this document or
incorporated herein by reference may not reflect what our results of operations,
financial position and cash flows would have been had we been an independent
entity during the periods presented. This is because the financial information
reflects allocations for services provided to AT&T Wireless Group by AT&T, which
allocations may not reflect the costs we will incur for similar or incremental
services as an independent entity. In addition, the historical financial
information we have included in this document or incorporated herein by
reference does not reflect transactions that have occurred since June 30, 2001,
or that occurred in connection with the split-off. This historical financial
information also is not reliable as an indicator of future results.
WE WILL GENERALLY BE RESPONSIBLE FOR TAX LIABILITY IF THE SPLIT-OFF IS TAXABLE
Under the separation and distribution agreement between us and AT&T,
subject to limited exceptions, we are responsible for any tax liability and any
related liability that results from the split-off having failed to qualify as a
tax-free transaction. If the split-off failed to qualify as a tax-free
transaction, this liability would have a material adverse effect on us.
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WE MAY NO LONGER RECEIVE TAX SHARING PAYMENTS FROM AT&T SINCE WE HAVE CEASED TO
BE A MEMBER OF THE AT&T CONSOLIDATED TAX RETURN GROUP, AND WE MAY INCUR OTHER
TAX LIABILITIES AS A RESULT OF THE SPLIT-OFF AND PRE-SPLIT-OFF TRANSACTIONS
As a result of the split-off, we ceased to be a member of the consolidated
federal income tax return group of which AT&T is the common parent.
Consequently, taxable income and losses, and our other tax attributes in
post-split-off taxable periods could generally no longer offset taxable income
or losses and other tax attributes of the AT&T consolidated tax return group.
For two taxable years after the split-off, under federal income tax rules, we
would generally be able to carry back any such tax losses, subject to
limitations, against taxable income, if any, of members of AT&T Wireless Group
for pre-split-off periods. Under our tax sharing agreement with AT&T, however,
we generally may only carry back net operating losses (and not other tax
attributes) from post-split-off taxable periods to pre-split-off taxable
periods, only if those losses are significant and only with the consent of AT&T,
which consent AT&T has agreed not to withhold unreasonably. To the extent we are
expected to have tax losses in post-split-off taxable periods, we would
generally no longer receive current tax sharing payments with respect to those
losses. Instead, except where those losses can be carried back, we would benefit
from those losses only if and when we generated sufficient taxable income in
future years to utilize those tax losses on a stand-alone basis. In addition,
there may be tax costs associated with the split-off that result from our
ceasing to be a member of the AT&T consolidated tax return group, as well as
from pre-split-off transactions. If incurred, these costs could be material to
our results.
VARIOUS FACTORS MAY INTERFERE WITH OUR ABILITY TO ENGAGE IN DESIRABLE STRATEGIC
TRANSACTIONS AND EQUITY ISSUANCES
We may be prevented from engaging in some desirable strategic transactions.
The Internal Revenue Code restricts the ability of a company which has undergone
a tax-free split-off from certain issuances of shares generally within a
two-year period after the split-off. In addition, the separation and
distribution agreement prohibits us, for a period of 30 months following the
split-off, from entering into certain transactions that could render the
split-off taxable. This may discourage, delay or prevent a merger, change of
control, or other strategic or capital raising transactions involving our
issuance of equity. Provisions of our charter and bylaws, our rights plan,
applicable law and our agreements with NTT DoCoMo, Inc. may also have the effect
of discouraging, delaying or preventing change of control transactions that our
stockholders find desirable.
WE MAY LOSE RIGHTS UNDER AGREEMENTS WITH AT&T IF A CHANGE OF CONTROL OCCURS
Some of the agreements that we entered into with AT&T in connection with
the split-off, including a brand license agreement, master carrier agreement and
other commercial agreements, contain provisions that give one party rights in
the event of a change of control of the other party. These provisions may deter
a change of control. In the event of a change of control, the exercise of these
rights could have a material adverse effect on us.
AT&T'S RESTRUCTURING MAY ADVERSELY IMPACT OUR COMPETITIVE POSITION
In connection with AT&T's restructuring, there is a risk that we and AT&T's
other separated business units may not be able to create effective intercompany
agreements to facilitate effective cost sharing or to maintain or enter into
arrangements for combining their respective services in customer offerings or
other forms of bundling arrangements. Competition between us and the other AT&T
units in overlapping markets, including the consumer markets where cable
telephone, fixed wireless and digital subscriber line solutions may all be
available at the same time, although generally not all under the AT&T brand,
could result in more downward price pressure. We expect that the different
businesses and companies will share the AT&T brand after the restructuring,
which will likely increase this level of competition. In addition, any
incremental costs associated with implementing AT&T's restructuring plan may
materially adversely affect the different businesses and companies, including
our business.
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BRITISH TELECOMMUNICATIONS HAS ASSERTED THAT ITS CONSENT IS REQUIRED FOR AT&T'S
RESTRUCTURING
In a letter to AT&T dated July 6, 2001, British Telecommunications stated
that, in its view, AT&T's restructuring required British Telecommunications'
consent under agreements between AT&T and British Telecommunications. While it
is not clear whether British Telecommunications believes that its consent was
required for the split-off of AT&T Wireless Services and we do not believe that
such consent is required, it is possible that British Telecommunications will in
the future assert that its consent was required for the split-off, or assert
that the agreements between AT&T and British Telecommunications, including
non-competition provisions and exclusive purchasing requirements, would apply to
AT&T Wireless Services following the split-off.
RISK FACTORS RELATING TO OUR COMMON STOCK
AT&T'S SALE, EXCHANGE OR MONETIZATION OF OUR COMMON STOCK AFTER THE SPLIT-OFF
COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK
AT&T currently holds approximately 91 million shares, or about 3.6%, of our
common stock for its own account for sale, exchange or monetization within six
months of the split-off. Sales of these shares could adversely affect the market
price of our common stock.
FUTURE SALES OF OUR STOCK COULD ADVERSELY AFFECT OUR STOCK'S MARKET PRICE AND
OUR ABILITY TO RAISE CAPITAL IN THE FUTURE
Sales of substantial amounts of our common stock, including any sales by
AT&T, could hurt the market price of our stock. This also could hurt our ability
to raise capital in the future. The shares issued in the split-off are freely
tradable without restriction under the Securities Act of 1933 by persons other
than "affiliates", as defined under the Securities Act. Any sales of substantial
amounts of our common stock in the public market, or the perception that those
sales might occur, could materially adversely affect the market price of our
stock.
We will not solicit the approval of our stockholders for the issuance of
authorized but unissued shares of our stock unless this approval is deemed
advisable by our board of directors or is required by applicable law, regulation
or stock exchange listing requirements. The issuance of those shares could
dilute the value of our shares.
WE DO NOT EXPECT TO PAY DIVIDENDS ON OUR COMMON STOCK
Our board of directors will determine whether to pay dividends on our
common stock primarily based upon our financial condition, results of our
operations and our business requirements. We currently do not expect to pay any
dividends on our common stock for the foreseeable future.
THE MARKET PRICE AND TRADING VOLUME OF OUR COMMON STOCK MAY BE VOLATILE AND MAY
FACE NEGATIVE PRESSURE
Numerous factors may result in short- or long-term negative pressure on the
trading price of shares of our common stock, including sales of our common stock
by AT&T. The market price of our common stock could fluctuate significantly for
many reasons, including in response to the risk factors listed in this document
or for specific reasons unrelated to our performance. Investors may consider our
common stock as a technology stock. Technology stocks have recently experienced
extreme price and volume fluctuations. Therefore, the market price and trading
volume of our common stock also may be extremely volatile.
RISK FACTORS RELATING TO OUR BUSINESS
WE MAY SUBSTANTIALLY INCREASE OUR DEBT LEVEL IN THE FUTURE, WHICH COULD SUBJECT
US TO VARIOUS RESTRICTIONS AND HIGHER INTEREST COSTS AND DECREASE OUR CASH FLOW
AND EARNINGS
We may substantially increase our debt level in the future, which could
subject us to various restrictions and higher interest costs and decrease our
cash flow and earnings. It may also be difficult for us to obtain all the
financing we need to fund our business and growth strategy on desirable terms.
We
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currently anticipate requiring substantial additional financing for the
foreseeable future to fund capital expenditures, license purchases and costs and
expenses in connection with funding our operations, domestic and international
investments and our growth strategy. We have repaid $1.8 billion of long-term
debt and related accrued interest and redeemed $3.0 billion of preferred equity
and related unpaid dividends held by AT&T. We are exploring and evaluating the
relative advantages and disadvantages of various funding mechanisms. We recently
completed a $6.5 billion long-term debt offering, entered into bank credit
facilities of up to $2.5 billion and finalized agreements to issue up to $2.5
billion of private placement commercial paper notes. Other funding mechanisms
that still may be considered include other forms of public and private debt
facilities. The decision on debt composition is dependent on, among other
things, our business and financial plans and the market conditions at the time
of financing. The agreements governing this indebtedness may contain financial
and other covenants that could impair our flexibility and restrict our ability
to pursue growth opportunities.
OUR RELATIONSHIP WITH NTT DOCOMO, INC. CONTAINS FEATURES THAT COULD ADVERSELY
AFFECT OUR FINANCIAL CONDITION OR THE WAY IN WHICH OUR BUSINESS IS CONDUCTED
NTT DoCoMo, Inc., a leading Japanese wireless communications company, has
invested approximately $9.8 billion in us and as part of this investment we and
DoCoMo formed a strategic alliance. The agreements relating to DoCoMo's
investment in us contain requirements and contingencies that could materially
adversely affect our financial condition and technology strategies. The terms of
the DoCoMo investment enable DoCoMo to terminate its investment and require
repayment of its $9.8 billion investment, plus interest, if we fail, under some
circumstances, to commence service using an agreed on technology in at least 13
of the top 50 domestic markets by June 30, 2004. If DoCoMo requires repayment,
we will have to fund the entire repurchase obligation. If DoCoMo requires
repayment of its investment, it may also terminate the technology rights
provided to us in connection with its investment.
We need to obtain DoCoMo's consent to make any fundamental change in the
nature of our business or to allow another wireless operator to acquire more
than 15% but less than 50% of our equity. These limitations could prevent us
from taking advantage of some business opportunities or relationships that we
might otherwise pursue.
OUR SIGNIFICANT NETWORK BUILD OUT REQUIREMENTS MAY NOT BE COMPLETED AS PLANNED
We need to complete significant remaining build out activities, including
completion of regularly required build out activities in some of our existing
wireless markets. Failure or delay to complete the build out of our network and
launch of operations, or increased costs of this build out and launch of
operations, could have a material adverse effect on our operations and financial
condition.
As we continue to build out our network, we must, among other things,
continue to:
- lease, acquire or otherwise obtain rights to a large number of cell and
switch sites;
- obtain zoning variances or other local governmental or third-party
approvals or permits for network construction;
- complete the radio frequency design, including cell site design,
frequency planning and network optimization, for each of our markets; and
- complete the fixed network implementation, which includes designing and
installing network switching systems, radio systems, interconnecting
facilities and systems, and operating support systems; and expand and
maintain customer care, network management, billing and other financial
and management systems.
In addition, in the next several years, we will be implementing upgrades to
our network to access the next generation of digital technology. These events
may not occur in the time frame we assume or that the FCC requires, at the cost
we assume, or at all.
Additionally, problems in vendor equipment availability, technical
resources or system performance could delay the launch of new or expanded
operations in new or existing markets or result in increased costs in all
markets. We intend to rely on the services of various companies that are
experienced in design
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and build out of wireless networks in order to accomplish our build out
schedule. However, we may not be able to obtain satisfactory contractors on
economically attractive terms or ensure that the contractors obtained will
perform as we expect.
WE HAVE SUBSTANTIAL CAPITAL REQUIREMENTS THAT WE MAY NOT BE ABLE TO FUND
Our strategy and business plan will continue to require substantial
capital, which we may not be able to obtain or to obtain on favorable terms. A
failure to obtain necessary capital would have a material adverse effect on us,
and result in the delay, change or abandonment of our development or expansion
plans and the failure to meet regulatory build out requirements. We currently
estimate that our capital expenditures for the build out of our networks,
including expenditures related to our fixed wireless operations, will total
approximately $5.5 billion during 2001, as compared to $4.1 billion in 2000. We
expect these 2001 capital expenditure amounts to include approximately $5
billion of mobility expenditures and approximately $450 million for fixed
wireless. We also expect to incur substantial capital expenditures in future
years. The actual amount of the funds required to finance our network build out
and other capital expenditures may vary materially from management's estimate.
We have entered into various contractual commitments associated with the
development of our third-generation strategy totaling approximately $2.2 billion
as of the dates the agreements were executed. These include purchase commitments
for network equipment. Additionally, we anticipate that we will enter into
material purchase commitments in the future.
We also may require substantial additional capital for, among other uses,
acquisitions of providers of wireless services, spectrum license or system
acquisitions, system development and network capacity expansion. We have also
entered into agreements for investments and ventures which have required or will
require substantial capital, including our agreement to invest $2.6 billion in
exchange for a combination of a non-controlling equity interest in and debt
securities issued by Alaska Native Wireless, which was the successful bidder for
licenses costing approximately $2.9 billion in the recently concluded 1900
megahertz auction. These agreements also may contain provisions potentially
requiring substantial additional capital in future circumstances, such as
allowing the other investors to require us to purchase assets or investments.
THE ACTUAL AMOUNT OF FUNDS NECESSARY TO IMPLEMENT OUR STRATEGY AND BUSINESS PLAN
MAY MATERIALLY EXCEED CURRENT ESTIMATES, WHICH COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The actual amount of funds necessary to implement our strategy and business
plan may materially exceed our current estimates in the event of various factors
including:
- departures from our current business plan,
- unforeseen delays,
- cost overruns,
- unanticipated expenses,
- regulatory developments,
- engineering design changes, and
- technological and other risks.
If actual costs do materially exceed our current estimates for these or other
reasons, this could have a material adverse effect on our financial condition
and results of operations.
OUR BUSINESS AND OPERATIONS WOULD BE ADVERSELY AFFECTED IF WE FAIL TO ACQUIRE
ADEQUATE RADIO SPECTRUM IN FCC AUCTIONS OR THROUGH OTHER TRANSACTIONS
Our domestic business depends on the ability to use portions of the radio
spectrum licensed by the FCC. We could fail to obtain sufficient spectrum
capacity in new and existing markets, whether through
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FCC auctions or other transactions, in order to meet the expanded demands for
our existing services, as well as to enable development of third-generation
services. This type of failure would have a material adverse impact on the
quality of our services or our ability to roll out such future services in
certain markets. To the extent we determine we need additional spectrum for our
mobility business, we may utilize spectrum currently allocated to our fixed
wireless business. We intend to continue to acquire more spectrum through a
combination of alternatives, including participation in spectrum auctions,
purchase of spectrum licenses from companies that own them or purchase of these
companies outright.
As required by law, the FCC periodically conducts auctions for licenses to
use certain parts of the radio spectrum. The decision to conduct auctions, and
the determination of what spectrum frequencies will be made available for
auction, are provided for by laws administered by the FCC. The FCC may not
allocate spectrum sufficient to meet the demands of all those wishing to obtain
licenses. Even if the FCC determines to conduct further auctions in the future,
we may not be successful in those future auctions in obtaining the spectrum that
we believe is necessary to implement our business and technology strategies. We
may also seek to acquire radio spectrum through purchases and swaps with other
spectrum licensees or otherwise, including by purchases of other licensees
outright. However, we may not be able to acquire sufficient spectrum through
these types of transactions, and we may not be able to complete any of these
transactions on favorable terms.
OUR BUSINESS AND OPERATIONS COULD BE HURT IF WE ARE UNABLE TO ESTABLISH NEW
AFFILIATES TO EXPAND OUR DIGITAL NETWORK OR IF OUR EXISTING OR ANY NEW
AFFILIATES DO NOT OR CANNOT DEVELOP THEIR SYSTEMS IN A MANNER CONSISTENT WITH
OURS
To accelerate the build out of widescale coverage of the United States by a
digital mobile wireless network operating on the technical standards we have
adopted, we have entered into affiliation agreements with other entities that
provide wireless service or hold spectrum licenses. Through contractual
arrangements between us and these affiliates, our customers are able to obtain
service in the affiliates' territories, and the affiliates' customers are able
to obtain service in our territory. In all markets where these affiliates
operate, we are at risk because we do not control the affiliates. As a result,
these affiliates are not obligated to implement our third-generation strategy.
Our ability to provide service on a nationwide level and to implement our
third-generation strategy would be adversely affected if these affiliates decide
not to participate in the further development of our digital network.
We may establish additional affiliate relationships to accelerate build out
of our digital mobile network. If we are unable to establish such affiliate
relationships, or if any such affiliates are unable or do not develop their
systems in a manner consistent with our network, our ability to service our
customers and expand the geographic coverage of our digital network could be
adversely affected.
IF THE FCC DENIES ALASKA NATIVE WIRELESS' APPLICATION TO ACQUIRE LICENSES FOR
WHICH IT WAS THE SUCCESSFUL BIDDER IN THE RECENT SPECTRUM AUCTION, OR, IN THE
FUTURE, REVOKES LICENSES AWARDED TO ALASKA NATIVE WIRELESS, OUR ABILITY TO
IMPLEMENT ITS THIRD-GENERATION STRATEGY COULD BE ADVERSELY AFFECTED OR WE COULD
BECOME OBLIGATED TO REPURCHASE OTHER INVESTORS' INTERESTS IN ALASKA NATIVE
WIRELESS
We have agreed to invest $2.6 billion in exchange for a combination of a
non-controlling equity interest in and debt securities issued by Alaska Native
Wireless, which was the successful bidder for licenses costing $2.9 billion in
the recently concluded 1900 megahertz auction. One auction participant has
challenged the qualifications of Alaska Native Wireless to acquire "closed"
licenses, which constituted most of the licenses for which Alaska Native
Wireless was the successful bidder. If the FCC determines that Alaska Native
Wireless was not qualified, the FCC could refuse to grant Alaska Native Wireless
the closed licenses. If this occurs, it could have a significant adverse impact
on our ability to provide or enhance services in key new and existing markets.
On June 22, 2001, a federal appeals court ruled in favor of the trustee in the
Chapter 11 bankruptcy proceeding of NextWave Telecom, Inc. and the unsecured
creditors of NextWave with respect to the litigation they commenced relating to
the 1900 megahertz auction. The court ruled that the FCC had acted improperly in
repossessing from NextWave the spectrum sold in the 1900 megahertz auction. If
this decision is not successfully appealed, or settled, or if Alaska
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Native Wireless is otherwise unable to acquire the licenses for which it was the
successful bidder, it could have a significant adverse impact on our plans to
provide or enhance services in key new and existing markets. In specified
circumstances, if a winning bid of Alaska Native Wireless in the recently
concluded 1900 megahertz spectrum auction is rejected or if any license granted
to it is revoked, we would become obligated to compensate other investors for
making capital available to the venture. In specified circumstances, if the
grant of those licenses is challenged, we may be obligated to purchase the
interests of other investors.
IF WE ARE UNABLE TO REACH AGREEMENT WITH ALASKA NATIVE WIRELESS REGARDING THE
DEVELOPMENT AND USE OF LICENSES FOR WHICH IT WAS THE SUCCESSFUL BIDDER IN THE
RECENT SPECTRUM AUCTION, OUR ABILITY TO IMPLEMENT OUR THIRD-GENERATION STRATEGY
MAY BE ADVERSELY AFFECTED
We have not reached any agreements with Alaska Native Wireless as to
whether it will participate in our digital mobile wireless network. Alaska
Native Wireless is not obligated to use or develop any spectrum it acquires in a
manner that will further, or be consistent with, our strategic objectives,
although Alaska Native Wireless is obligated to use technology that is
compatible and interoperable with our digital mobile wireless network. If Alaska
Native Wireless does not enter into agreements with us regarding the use and
development of this spectrum similar to those we have entered into with our
affiliates for our existing networks, it could have a material adverse impact on
the timing and cost of implementing our third-generation strategy.
POTENTIAL ACQUISITIONS MAY REQUIRE US TO INCUR SUBSTANTIAL ADDITIONAL DEBT AND
INTEGRATE NEW TECHNOLOGIES, OPERATIONS AND SERVICES, WHICH MAY BE COSTLY AND
TIME CONSUMING
An element of our strategy is to expand our network, which we may do
through the acquisition of licenses, systems and wireless providers. These
acquisitions may cause us to incur substantial additional indebtedness to
finance the acquisitions or to assume indebtedness of the entities that are
acquired. In addition, we may encounter difficulties in integrating those
acquired operations into our own operations, including as a result of different
technologies, systems, services or service offerings. These actions could prove
costly or time consuming or divert our management's attention from other
business matters.
FAILURE TO DEVELOP FUTURE BUSINESS OPPORTUNITIES MAY HAVE AN ADVERSE EFFECT ON
OUR GROWTH POTENTIAL
We intend to pursue a number of new growth opportunities, which involve new
services for which there are no proven markets. In addition, the ability to
deploy and deliver these services relies, in many instances, on new and unproven
technology. Our existing technology may not perform as expected and we may not
be able to successfully develop new technology to effectively and economically
deliver these services. These opportunities also require substantial capital
outlays and spectrum availability to deploy on a large scale. This capital or
spectrum may not be available to support these services. To the extent we
reallocate spectrum from our fixed wireless business to our mobility business,
it could impact our ability to deploy our fixed wireless service in the markets
covered by that spectrum.
Furthermore, each of these opportunities entails additional specific risks.
For example, on the one hand, the delivery of fixed wireless services requires
us to provide installation and maintenance services, which we have never
provided previously. This will require us to hire, employ, train and equip
technicians to provide installation and repair in each market served, or rely on
subcontractors to perform these services. We may not be able to hire and train
sufficient numbers of qualified employees or subcontract these services, or do
so on economically attractive terms. The success of wireless data services, on
the other hand, is substantially dependent on the ability of others to develop
applications for wireless devices and to develop and manufacture devices that
support wireless applications. These applications or devices may not be
developed or developed in sufficient quantities to support the deployment of
wireless data services.
These services may not be widely introduced and fully implemented at all or
in a timely fashion. These services may not be successful when they are in
place, and customers may not purchase the services
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offered. If these services are not successful or costs associated with
implementation and completion of the rollout of these services materially exceed
those currently estimated by us, our financial condition and prospects could be
materially adversely affected.
WE FACE SUBSTANTIAL COMPETITION
There is substantial competition in the wireless telecommunications
industry. We expect competition to intensify as a result of the entrance of new
competitors and the development of new technologies, products and services.
Other two-way wireless providers, including other cellular and personal
communications services, operators and resellers, serve each of the markets in
which we compete.
A majority of U.S. markets likely will have five or more commercial mobile
radio service providers, and all of the top 50 U.S. metropolitan markets likely
have at least four, and in some cases as many as seven or more, facilities-based
wireless service providers offering wireless services on cellular, personal
communications services or specialized mobile radio frequency. Competition also
may increase to the extent that smaller, stand-alone wireless providers transfer
licenses to larger, better capitalized and more experienced wireless providers.
MARKET PRICES FOR WIRELESS SERVICES MAY DECLINE IN THE FUTURE
We anticipate that market prices for two-way wireless services generally
will decline in the future due to increased competition. We expect significant
competition among wireless providers, including from new entrants, to continue
to drive service and equipment prices lower. We also expect that there will be
increases in advertising and promotional spending, along with increased demands
on access to distribution channels.
All of this may lead to greater choices for customers, possible consumer
confusion, and increasing movement of customers between competitors, which we
refer to as "churn." We may also adopt customer policies or programs to be more
competitive, including credit policies, which policies or programs may also
affect churn. Our ability to compete successfully also will depend on marketing,
and on our ability to anticipate and respond to various competitive factors
affecting the industry, including new services, changes in consumer preferences,
demographic trends, economic conditions and discount pricing strategies by
competitors.
CONSOLIDATION IN THE WIRELESS COMMUNICATIONS INDUSTRY MAY ADVERSELY AFFECT US
The wireless communications industry has been experiencing significant
consolidation and we expect that this consolidation will continue. The
previously announced mergers or joint ventures of Bell Atlantic Corporation/GTE
Corporation/Vodafone AirTouch, now called Verizon, SBC/BellSouth, now called
Cingular, and Deutsche Telekom/VoiceStream Wireless, have created large,
well-capitalized competitors with substantial financial, technical, marketing
and other resources to respond to our offerings.
These mergers or ventures have caused our ranking to decline to third in
U.S. revenue and U.S. subscriber share. In terms of U.S. population covered by
licenses, we, including our partnerships and affiliates, rank third. As a
result, these competitors may be able to offer nationwide services and plans
more quickly and more economically than us, to obtain roaming rates that are
more favorable than those obtained by us, and may be better able to respond to
our offers.
SIGNIFICANT TECHNOLOGICAL CHANGES IN THE WIRELESS INDUSTRY COULD MATERIALLY
ADVERSELY AFFECT US
The wireless communications industry is experiencing significant
technological change. This change includes the increasing pace of digital
upgrades in existing analog wireless systems, evolving industry standards,
ongoing improvements in the capacity and quality of digital technology, shorter
development cycles for new products, enhancements and changes in end-user needs
and preferences and increased importance of data and broadband capabilities. The
pace and extent of customer demand may not continue to increase, and airtime and
monthly recurring charges may continue to decline. As a result, the future
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prospects of the industry and of us and the success of our competitive services
remain uncertain. Also, alternative technologies may develop for the provision
of services to customers that may provide wireless communications service or
alternative service superior to that available from us. Technological
developments may therefore materially adversely affect us.
TERMINATION OR IMPAIRMENT OF OUR RELATIONSHIP WITH A SMALL NUMBER OF KEY
SUPPLIERS COULD ADVERSELY AFFECT OUR REVENUES AND RESULTS OF OPERATIONS
We have developed relationships with a small number of key vendors,
including Nokia Mobile Phones, Inc., Telefonaktiebolaget LM Ericsson, Mitsubishi
Corporation, and Motorola, Inc. for our supply of wireless handsets, Lucent
Technologies, Inc., Nortel Networks, Inc., Ericsson and Nokia Networks, Inc. for
our supply of telecommunications infrastructure equipment and Convergys
Information Management Group for our billing services. We do not have
operational or financial control over our key suppliers, and have limited
influence with respect to the manner in which these key suppliers conduct their
businesses. If these key suppliers were unable to honor their obligations to us,
it could disrupt our business and adversely impact our revenues and results of
operations.
OUR TECHNOLOGY MAY NOT BE COMPETITIVE WITH OTHER TECHNOLOGIES OR BE COMPATIBLE
WITH NEXT GENERATION TECHNOLOGY
There are three existing digital transmission technologies, none of which
is compatible with the others. We selected time division multiple access
technology for our second-generation network because we believe that this
technology offers several advantages over other second-generation technologies.
However, a number of other wireless service providers chose code division
multiple access or global system for mobile communications as their digital
wireless technology. For our path to next generation technology, we have chosen
a global system for mobile communications platform to make available enhanced
data services using general packet radio service technology, and
third-generation capabilities using enhanced data rates for global evolution and
ultimately universal mobile telecommunications systems technologies. These
technologies may not provide the advantages we expect. Other wireless providers
have chosen a competing wideband technology as their third-generation
technology. If the universal mobile telecommunications standard does not gain
widespread acceptance, it would materially adversely affect our business,
financial condition and prospects.
As we implement our plans for deployment of technology for third-generation
capabilities, we will continue to incur substantial costs associated with
maintaining our time division multiple access networks.
Also, these networks are not compatible, and customers with phones that
operate on one network will not initially be able to use those phones on the
other network. There are risks inherent in the development of new
third-generation equipment and we may face unforeseen costs, delays or problems
that may have a material adverse effect on us.
WE RELY ON FAVORABLE ROAMING ARRANGEMENTS, WHICH WE MAY BE UNABLE TO CONTINUE TO
OBTAIN
We may not continue to be able to obtain or maintain roaming agreements
with other providers on terms that are acceptable to us. Our customers
automatically can access another provider's analog cellular or digital system
only if the other provider allows our customers to roam on its network. We rely
on agreements to provide roaming capability to our customers in many areas of
the United States that our network does not serve. Some competitors, because of
their call volumes or their affiliations with, or ownership of, wireless
providers, however, may be able to obtain roaming rates that are lower than
those rates obtained by us.
In addition, the quality of service that a wireless provider delivers
during a roaming call may be inferior to the quality of service we or an
affiliated company provides, the price of a roaming call may not be competitive
with prices of other wireless providers for such call, and our customers may not
be able to use any of the advanced features, such as voicemail notification,
that the customer enjoys when making calls within our network. Finally, we may
not be able to obtain favorable roaming agreements for our
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third-generation products and services that we intend to offer using the
technologies we plan to deploy for interim enhanced data and third-generation
services.
OUR BUSINESS IS SEASONAL AND WE DEPEND ON FOURTH QUARTER RESULTS, WHICH MAY NOT
CONTINUE TO BE STRONG
The wireless industry, including us, has experienced a trend of generating
a significantly higher number of customer additions and handset sales in the
fourth quarter of each year as compared to the other three fiscal quarters. A
number of factors contribute to this trend, including the increasing use of
retail distribution, which is dependent upon the year-end holiday shopping
season, the timing of new product and service announcements and introductions,
competitive pricing pressures, and aggressive marketing and promotions. Strong
fourth quarter results for customer additions and handset sales may not continue
for the wireless industry or for us. In the future, the number of our customer
additions and handset sales in the fourth quarter could decline for a variety of
reasons, including our inability to match or beat pricing plans offered by
competitors, failure to adequately promote our products, services and pricing
plans, or failure to have an adequate supply or selection of handsets. If in any
year fourth quarter results fail to significantly improve upon customer
additions and handset sales from the year's previous quarters, this could
adversely impact our results for the following year.
MEDIA REPORTS HAVE SUGGESTED RADIO FREQUENCY EMISSIONS MAY BE LINKED TO VARIOUS
HEALTH CONCERNS AND INTERFERE WITH VARIOUS MEDICAL DEVICES, AND WE MAY BE
SUBJECT TO POTENTIAL LITIGATION RELATING TO THESE HEALTH CONCERNS
Media and other reports have linked radio frequency emissions from wireless
handsets to various health concerns, including cancer, and to interference with
various electronic medical devices, including hearing aids and pacemakers.
Research and studies are ongoing. Whether or not such research or studies
conclude there is a link between radio frequency emissions and health, these
concerns over radio frequency emissions may discourage the use of wireless
handsets or expose us to potential litigation, which could have a material
adverse effect on our results of operations. Several class action lawsuits have
been filed against us, several other wireless service operators and several
wireless phone manufacturers, asserting products liability, breach of warranty
and other claims relating to radio frequency transmissions to and from wireless
phones. The complaints seek damages for the costs of headsets for wireless phone
users as well as injunctive relief. In connection with the split-off, we were
allocated all of the liability, if any, arising from such lawsuits.
WE MAY BE SUBJECT TO POTENTIAL LITIGATION RELATING TO THE USE OF WIRELESS PHONES
WHILE DRIVING
Some studies have indicated that some aspects of using wireless phones
while driving may impair drivers' attention in certain circumstances, making
accidents more likely. These concerns could lead to potential litigation
relating to accidents, deaths or serious bodily injuries, or to new restrictions
or regulations on wireless phone use, any of which also could have material
adverse effects on our results of operations. In connection with the split-off,
we will be allocated the liability, if any, that could arise from any such
potential litigation.
OUR OPERATIONS ARE SUBJECT TO GOVERNMENT REGULATION, WHICH REGULATION COULD HAVE
ADVERSE EFFECTS ON OUR BUSINESS
The licensing, construction, operation, sale, resale and interconnection
arrangements of wireless communications systems are regulated to varying degrees
by the FCC, and, depending on the jurisdiction, state and local regulatory
agencies. These regulations may include, among other things, required service
features and capabilities, such as number portability or emergency 911 service.
In addition, the FCC, together with the U.S. Federal Aviation Administration,
regulates tower marking and lighting. Any of these agencies having jurisdiction
over our business could adopt regulations or take other actions that could
adversely affect our business.
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FCC licenses to provide wireless services or personal communications
services are subject to renewal and revocation. There may be competition for our
licenses upon their expiration and we cannot assure you that the FCC will renew
them. FCC rules require all wireless and personal communications services
licensees to meet specified build out requirements. We may not be able to meet
these requirements in each market. Failure to comply with these requirements in
a given license area could result in revocation or forfeiture of our license for
that license area or the imposition of fines on us by the FCC.
STATE AND LOCAL LEGISLATION RESTRICTING OR PROHIBITING WIRELESS PHONE USE WHILE
DRIVING COULD CAUSE SUBSCRIBER USAGE TO DECLINE
Some state and local legislative bodies have proposed legislation
restricting or prohibiting the use of wireless phones while driving motor
vehicles. Similar laws have been enacted in other countries. On June 28, 2001,
New York State enacted a law prohibiting the use of handheld wireless phones
while driving motor vehicles other than through the use of hands-free equipment.
To date, a small number of communities in the United States have also passed
restrictive local ordinances. These laws, or if passed, other laws prohibiting
or restricting the use of wireless phones while driving, could have the effect
of reducing subscriber usage, which could cause a material adverse effect on our
results of operations.
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SELECTED HISTORICAL FINANCIAL DATA
The following information is only a summary and you should read it together
with the financial information we included in our Prospectus filed pursuant to
Rule 424(b)(1) on July 9, 2001 (Commission File Number 333-60472), and in our
quarterly report on Form 10-Q for the quarter ended June 30, 2001, filed on
August 14, 2001, both of which are incorporated herein by reference.
In the table below, we provide you with selected historical consolidated
financial data of AT&T Wireless Services, Inc. This selected historical
consolidated financial data includes the effect of certain other businesses,
assets and liabilities of AT&T that constituted AT&T Wireless Group. AT&T has
contributed to us all of the remaining businesses and assets, and we have
assumed all liabilities, that constituted AT&T Wireless Group. These
contributions have been accounted for in a manner similar to a pooling of
interests.
We derived the following information using the consolidated financial
statements of AT&T Wireless Services at and for each of the six months ended
June 30, 2001 and 2000, and each of the fiscal years in the five-year period
ended December 31, 2000. We derived the consolidated income statement and cash
flow data below for each of the three years ended December 31, 2000 and the
consolidated balance sheet data at December 31, 2000 and 1999, from consolidated
financial statements audited by PricewaterhouseCoopers LLP, independent
accountants, included in the Prospectus filed pursuant to Rule 424(b)(1) on July
9, 2001 (Commission File Number 333-60472) and incorporated herein by reference.
We derived the remaining data from unaudited consolidated financial information.
The financial data presented below is not necessarily comparable from
period to period as a result of several transactions, including acquisitions and
dispositions of consolidated subsidiaries. For this and other reasons, you
should read the selected historical financial data provided below in conjunction
with our consolidated financial statements and accompanying notes in the
Prospectus filed pursuant to Rule 424(b)(1) on July 9, 2001 (Commission File
Number 333-60472) and in our quarterly report on Form 10-Q for the quarter ended
June 30, 2001, filed on August 14, 2001, both of which are incorporated herein
by reference.
SIX MONTHS ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
------------------- -------------------------------------------------
2001 2000 2000 1999 1998 1997 1996
-------- -------- -------- -------- ------- ------- -------
(IN MILLIONS, EXCEPT FOR PER SHARE AMOUNTS AND OTHER OPERATING DATA)
(UNAUDITED)
INCOME STATEMENT DATA:
Revenue...................................... $ 6,592 $ 4,675 $ 10,448 $ 7,627 $ 5,406 $ 4,668 $ 4,246
Operating income (loss)...................... 270 133 (38) (666) (343) (70) 234
Net income (loss) available to common
shareowners................................ 187 180 528 (461) 108 69 261
Unaudited pro forma earnings (loss) per
common share -- basic(1)................... $ .07 $ .07 $ .21 $ (.18) $ .04 $ .03 $ .10
Unaudited pro forma earnings (loss) per
common share -- diluted(1)................. $ .07 $ .07 $ .21 $ (.18) $ .04 $ .03 $ .10
Unaudited pro forma weighted average
shares -- basic(1)......................... 2,530 2,530 2,530 2,530 2,530 2,530 2,530
Unaudited pro forma weighted average
shares -- diluted(1)....................... 2,532 2,532 2,532 2,530 2,532 2,532 2,532
BALANCE SHEET DATA:
Total assets................................. $ 43,031 $ 32,843 $ 35,302 $ 23,512 $19,460 $19,040 $17,852
Total debt(2)................................ 6,585 1,958 2,551 3,558 2,589 2,447 2,217
Preferred stock held by AT&T................. -- 3,000 3,000 1,000 1,000 1,000 1,000
Shareowners' equity.......................... 28,209 21,522 21,877 12,997 10,532 10,187 9,497
CASH FLOW DATA:
Net cash provided by operating activities.... $ 1,473 $ 223 $ 1,635 $ 867 $ 414 $ 1,338 $ 1,183
Capital expenditures and other additions..... (2,692) (1,879) (4,012) (2,272) (1,219) (1,931) (1,832)
Net acquisitions of licenses................. (9) (105) (247) (47) (65) (443) (327)
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SIX MONTHS ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
------------------- -------------------------------------------------
2001 2000 2000 1999 1998 1997 1996
-------- -------- -------- -------- ------- ------- -------
(IN MILLIONS, EXCEPT FOR PER SHARE AMOUNTS AND OTHER OPERATING DATA)
(UNAUDITED)
Equity investment distributions and sales.... 656 245 360 236 1,354 294 176
Equity investment contributions, advances,
purchases and other investing activities... (670) (77) (1,645) (284) (156) (84) (32)
Net (acquisition) dispositions of businesses
including cash acquired.................... -- (2,602) (4,763) 244 324 -- 156
Net (decrease) increase in debt due to
AT&T....................................... (2,438) 400 400 900 100 200 200
Proceeds from issuance of long-term debt due
to others, net of issuance costs........... 6,345 -- -- -- -- -- --
Proceeds attributed from DoCoMo investment,
net of costs............................... 6,139 -- -- -- -- -- --
Redemption of preferred stock held by AT&T... (3,000) -- -- -- -- -- --
Proceeds attributed from AT&T Wireless Group
tracking stock offering.................... -- 7,000 7,000 -- -- -- --
Transfer from (to) AT&T, net................. -- 806 1,001 344 (694) 611 476
OTHER:
EBITDA(3).................................... $ 1,482 $ 904 $ 1,648 $ 587 $ 736 $ 756 $ 894
EBITDA (excluding asset impairment and
restructuring charges)..................... 1,482 904 1,648 1,118 856 916 894
OTHER OPERATING DATA:
(in thousands, except ($) are actual)
Consolidated subscribers..................... 16,416 11,700 15,163 9,569 7,174 5,964 5,032
Consolidated digital subscribers............. 15,347 9,959 13,666 7,580 4,354 1,746 909
Covered population(4)........................ 165,738 132,141 162,896 114,217 -- -- --
Licensed population(4)....................... 216,444 198,151 214,188 191,742 -- -- --
Subscriber churn............................. 2.9% 2.8% 2.9% 2.6% 2.7% 2.5% 2.3%
Total cost per gross subscriber addition..... $ 329 $ 356 $ 367 $ 367 $ 392 $ 432 $ 345
-------------------------
(1) AT&T Wireless Services was a wholly owned subsidiary of AT&T and did not
have publicly traded shares outstanding during the periods presented. We
have presented pro forma earnings per share information using 2,530 million
shares outstanding, which is the number of shares outstanding immediately
after the split-off on July 9, 2001. The 2,530 million shares does not
include shares issuable upon exercise of outstanding options to purchase
AT&T Wireless Services common stock or warrants to purchase 41 million share
equivalents issued to DoCoMo in January 2001. The 2,532 million shares
outstanding used to compute diluted earnings per share includes the 2,530
million shares above and an estimated 2 million shares associated with
dilutive stock options, with the exception of those periods in which the
effect of the stock options was considered to be anti-dilutive.
(2) Includes $4 million of long-term debt that is included in other long-term
liabilities at June 30, 2000, and at December 31, 2000 and 1999.
(3) EBITDA is defined as operating income, plus depreciation and amortization.
We believe EBITDA to be relevant and useful information, as EBITDA is the
primary metric used by our management to measure the performance of our
business. EBITDA should be considered in addition to, but not as a
substitute for, other measures of financial performance reported in
accordance with generally accepted accounting principles, including our cash
flows from operating, investing and financing activities.
(4) POPs represent AT&T Wireless Services' consolidated operations and does not
include partnership or affiliate markets. POPs are counted once whether a
POP is covered/licensed only by wireless licenses at the 850 megahertz
frequency or wireless licenses at the 1900 megahertz frequency or by both.
The amount of wireless spectrum licensed varies by geographic territory.
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USE OF PROCEEDS
This prospectus relates to shares of our common stock which may be offered
and issued by us from time to time in connection with acquisitions by us of
other business or assets. Other than the businesses or assets acquired, there
will be no proceeds to us from these offerings.
OFFERED SECURITIES
We propose to issue and sell the shares of our common stock offered hereby
in connection with acquisitions of other businesses or assets. The shares of our
common stock shall be offered on terms to be determined at the time of sale.
Such shares of common stock may be issued in exchange for shares of capital
stock, partnership interests or other assets representing an interest, direct or
indirect, in other entities, in exchange for assets used in or related to the
business of such entities or otherwise pursuant to agreements providing for such
acquisitions. The consideration for such acquisitions may consist of our common
stock, cash, notes or other evidences of debt, assumption of liabilities or a
combination thereof. The terms of such acquisitions and of the issuance of any
such shares of common stock in connection therewith will generally be determined
by direct negotiations with the owners of the business or assets to be acquired
or, in the case of entities which are more widely held, through exchange offers
to stockholders or documents soliciting the approval of statutory mergers,
consolidations or sales of assets. Underwriting discounts or commissions will
generally not be paid by us. However, under certain circumstances, we may issue
shares of common stock covered by this prospectus to pay brokers' commissions
incurred in connection with acquisitions.
RESTRICTIONS ON RESALE OF COMMON STOCK
We have registered the shares covered by this prospectus under the
Securities Act. However, the registration statement does not cover your resale
or distribution of shares you may receive. Affiliates of businesses we acquire
generally may not resell their shares except:
- pursuant to an effective registration statement under the Securities Act,
- in compliance with Rule 145 under the Securities Act, or
- in compliance with another exemption from the registration requirement of
the Securities Act.
Rule 145 permits affiliates of an acquired company to resell shares
immediately following an acquisition if the resale complies with volume
limitations and manner of sale requirements. Under Rule 145, sales by such
affiliates during any three-month period cannot exceed the greater of (1) 1% of
the total number of shares of our common stock outstanding and (2) the average
weekly trading volume of our shares on all national securities exchanges during
the four calendar weeks preceding a proposed sale. These restrictions generally
apply until the affiliate has held our shares for at least one year, unless the
affiliate of the acquired company becomes an affiliate of ours. If you are not
an affiliate of the business we are acquiring, you will not be subject to these
restrictions. You should check with your legal advisors about these restrictions
before making an investment decision.
LEGAL MATTERS
The validity of the common stock in respect of which this prospectus is
being delivered will be passed upon for AT&T Wireless Services by Gregory P.
Landis, Senior Vice President and General Counsel, AT&T Wireless Services. As of
July 30, 2001, Mr. Landis was the beneficial owner of approximately 229,224
shares of our common stock and had options to purchase additional shares of our
common stock.
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EXPERTS
The audited financial statements and the financial statement schedule
incorporated in this S-4 Registration Statement by reference to the Prospectus
filed pursuant to Rule 424(b)(1) on July 9, 2001 (No. 333-60472), except as they
relate to Vanguard Cellular Systems, Inc. and its subsidiaries, have been
audited by PricewaterhouseCoopers LLP, independent accountants, and, insofar as
they relate to Vanguard Cellular Systems, Inc., and its subsidiaries, by Arthur
Andersen LLP, independent public accountants, whose reports thereon are
incorporated by reference. Such financial statements have been so incorporated
in reliance on the reports of such independent accountants given on the
authority of such firms as experts in auditing and accounting.
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AT&T WIRELESS SERVICES, INC.
COMMON STOCK
-------------------------
PROSPECTUS
-------------------------
AUGUST 17, 2001
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25
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses including attorneys' fees, judgments, fines and
amounts paid in settlement in connection with various actions, suits or
proceedings, whether civil, criminal, administrative or investigative other than
an action by or in the right of the corporation, a derivative action, if they
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, if they had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses including
attorneys' fees incurred in connection with the defense or settlement of such
actions, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's by-laws, disinterested
director vote, stockholder vote, agreement or otherwise.
Our certificate of incorporation provides that each person who was or is
made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person, or a person of whom such
person is the legal representative, is or was a director or officer of ours or,
is or was serving at our request as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is the alleged action of such person in an official
capacity as a director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, will be indemnified and
held harmless by us to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended, against all
expense, liability and loss reasonably incurred or suffered by such person in
connection therewith; provided, however, that, except when such person is
bringing action against us to recover an unpaid claim of indemnification, we
shall indemnify any such person seeking indemnification in connection with a
proceeding, or part thereof, initiated by such person only if such proceeding,
or part thereof, was authorized by our board of directors. Our certificate of
incorporation also provides that we shall pay the expenses incurred in defending
any such proceeding in advance of its final disposition, subject to the
provisions of the Delaware General Corporation Law. Such rights are not
exclusive of any other right which any person may have or thereafter acquire
under any statute, provision of the certificate, by-law, agreement, vote of
stockholders or disinterested directors or otherwise. No repeal or modification
of such provision will in any way diminish or adversely affect the rights of any
director, officer, employee or agent of ours thereunder in respect of any
occurrence or matter arising before any such repeal or modification. Our
certificate of incorporation also specifically authorizes us to maintain
insurance and to grant similar indemnification rights to our employees or
agents.
The Delaware General Corporation Law permits a corporation to provide in
its certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for:
- any breach of the director's duty of loyalty to the corporation or its
stockholders,
- acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
- payments of unlawful dividends or unlawful stock repurchases or
redemptions, or
- any transaction from which the director derived an improper personal
benefit.
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Our certificate of incorporation provides that none of our directors will
be personally liable to us or our stockholders for monetary damages for breach
of fiduciary duty as a director, except, if required by the Delaware General
Corporation Law as amended from time to time, for liability.
- for any breach of the director's duty of loyalty to us or our
stockholders,
- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
- under Section 174 of the Delaware General Corporation Law, which concerns
unlawful payments of dividends, stock purchases or redemptions, or
- for any transaction from which the director derived an improper personal
benefit.
Neither the amendment nor repeal of such provision will eliminate or reduce
the effect of such provision in respect of any matter occurring, or any cause of
action, suit or claim that, but for such provision, would accrue or arise before
such amendment or repeal.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits. (See index to exhibits at E-1.)
ITEM 22. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933; (ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement
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relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(d)(1) The undersigned Registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(2) The Registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a) (3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(e) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(f) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(g) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all required information concerning a transaction, and
the company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this Amendment No. 1 to
Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Redmond, State of
Washington, on the 17th day of August, 2001.
AT&T Wireless Services, Inc.
By: /s/ JOHN D. ZEGLIS
------------------------------------
Name: John D. Zeglis
Title: Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities indicated below on August 17, 2001.
SIGNATURE TITLE
--------- -----
/s/ JOHN D. ZEGLIS Chairman of the Board and
----------------------------------------------------- Chief Executive Officer and President
John D. Zeglis (Principal Executive Officer)
/s/ JOSEPH MCCABE, JR.* Executive Vice President, Chief Financial
----------------------------------------------------- Officer
Joseph McCabe, Jr. (Principal Financial and Accounting Officer)
/s/ WALTER Y. ELISHA* Director
-----------------------------------------------------
Walter Y. Elisha
/s/ DONALD V. FITES* Director
-----------------------------------------------------
Donald V. Fites
/s/ RALPH S. LARSEN* Director
-----------------------------------------------------
Ralph S. Larsen
Director
-----------------------------------------------------
John W. Madigan
/s/ NOBUHARU ONO* Director
-----------------------------------------------------
Nobuharu Ono
Director
-----------------------------------------------------
A. Barry Rand
II-4
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SIGNATURE TITLE
--------- -----
/s/ CAROLYN M. TICKNOR* Director
-----------------------------------------------------
Carolyn M. Ticknor
/s/ WAYNE PERRY* Director
-----------------------------------------------------
Wayne Perry
*By /s/ JOHN D. ZEGLIS
-----------------------------------------------------
John D. Zeglis
Attorney-in-fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
------- --------
3.1 Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1 to Registration Statement
on Form S-4 (Commission file No. 333-66592), filed August 2,
2001, and incorporated herein by reference)
3.2 Certificate of Designations of Series A Junior Participating
Preferred Stock of the Registrant (filed as Exhibit 3.2 to
Registration Statement on Form S-4 (Commission file No.
333-66592), filed August 2, 2001, and incorporated herein by
reference).
3.3 Amended and Restated By-Laws of the Registrant (filed as
Exhibit 3.3 to Registration Statement on Form S-4
(Commission file No. 333-66592), filed August 2, 2001, and
incorporated herein by reference).
4.1 Specimen certificate for shares of common stock, par value
$0.01 per share, of the Registrant (filed as Exhibit 4.1 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 20, 2001, and incorporated herein by
reference)
4.2 Specimen certificate for warrants of the Registrant (filed
within Exhibit 10.10 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 11, 2001, and
incorporated herein by reference)
4.3 Specimen certificate for 7.350% Senior Notes due March 1,
2006, 7.875% Senior Notes due March 1, 2011 and 8.750%
Senior Notes due March 1, 2031 (filed as Exhibit A within
Exhibit 4.5 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 11, 2001, and
incorporated herein by reference)
4.4 Form of Preferred Stock Purchase Rights Agreement between
AT&T Wireless Services, Inc. and Equiserve Trust Company,
N.A., as rights agent (filed as Exhibit 4.4 to Registration
Statement on Form S-1/A (Commission file No. 333-59174),
filed June 20, 2001, and incorporated herein by reference)
4.5 Indenture, dated as of March 6, 2001, between AT&T Wireless
Services, Inc. and The Bank of New York, as trustee (filed
as Exhibit 4.5 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 11, 2001, and
incorporated herein by reference)
5.1 Opinion as to the legality of the securities being
registered (Filed as Exhibit 5.1 to Registration Statement
on Form S-4 (Commission file No. 333-66592), filed August 2,
2001, and incorporated herein by reference)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of counsel (contained in Exhibit 5.1)
24.1 Powers of attorney executed by the officers and directors of
the Registrant who signed this Registration Statement (filed
as Exhibit 24.1 to Registration Statement on Form S-4
(Commission file No. 333-66592), filed August 2, 2001, and
incorporated herein by reference).
E-1